UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
1st Century Bancshares, Inc.
(Name of Issuer)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
31943X102
(CUSIP Number)
Mr. Terry Maltese, Maltese Capital Management, LLC,
150 East 52nd Street, 30th Floor, New York, NY 10022 (212) 486-7300
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
March 11, 2016
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box
* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
Page 1 of 10 pages.
SCHEDULE 13D
| CUSIP No. 31943X102 | Page 2 of 10 Pages |
| 1. | Name of Reporting Person S.S. or I.R.S. Identification No. of above person Maltese Capital Management LLC | |||
| 2. | Check the Appropriate Box if a Member of a Group* | (a) ☐ (b) ☐ | ||
| 3. | SEC Use Only | |||
| 4. | Source of Funds* 00 | |||
| 5. | Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) | ☐ | ||
| 6. | Citizen or Place of Organization New York | |||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7. Sole Voting Power 8. Shared Voting Power 0 9. Sole Dispositive Power 10. Shared Dispositive Power 0 |
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person 0 | |||
| 12. | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares* | ☐ | ||
| 13. | Percent of Class Represented by Amount in Row (11) 0% | |||
| 14. | Type of Reporting Person* 00 |
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
SCHEDULE 13D
| CUSIP No. 31943X102 | Page 3 of 10 Pages |
| 1. | Name of Reporting Person S.S. or I.R.S. Identification No. of above person Maltese Capital Holdings, LLC | |||
| 2. | Check the Appropriate Box if a Member of a Group* | (a) ☐ (b) ☐ | ||
| 3. | SEC Use Only | |||
| 4. | Source of Funds* 00 | |||
| 5. | Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) | ☐ | ||
| 6. | Citizen or Place of Organization Delaware | |||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7. Sole Voting Power 8. Shared Voting Power 0 9. Sole Dispositive Power 10. Shared Dispositive Power 0 |
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person 0 | |||
| 12. | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares* | ☐ | ||
| 13. | Percent of Class Represented by Amount in Row (11) 0% | |||
| 14. | Type of Reporting Person* 00 |
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
SCHEDULE 13D
| CUSIP No. 31943X102 | Page 4 of 10 Pages |
| 1. | Name of Reporting Person S.S. or I.R.S. Identification No. of above person Malta Hedge Fund II, L.P. | |||
| 2. | Check the Appropriate Box if a Member of a Group* | (a) ☐ (b) ☐ | ||
| 3. | SEC Use Only | |||
| 4. | Source of Funds* | |||
| 5. | Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) | ☐ | ||
| 6. | Citizen or Place of Organization Delaware |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7. Sole Voting Power 8. Shared Voting Power 0 9. Sole Dispositive Power 10. Shared Dispositive Power 0 |
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person 0 | |||
| 12. | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares* | ☐ | ||
| 13. | Percent of Class Represented by Amount in Row (11) 0% | |||
| 14. | Type of Reporting Person* PN |
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
SCHEDULE 13D
| CUSIP No. 31943X102 | Page 5 of 10 Pages |
| 1. | Name of Reporting Person S.S. or I.R.S. Identification No. of above person Terry Maltese | |||
| 2. | Check the Appropriate Box if a Member of a Group* | (a) ☐ (b) ☐ | ||
| 3. | SEC Use Only | |||
| 4. | Source of Funds* 00 | |||
| 5. | Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) | ☐ | ||
| 6. | Citizen or Place of Organization USA |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7. Sole Voting Power 8. Shared Voting Power 0 9. Sole Dispositive Power 10. Shared Dispositive Power 0 |
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person 0 | |||
| 12. | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares* | ☐ | ||
| 13. | Percent of Class Represented by Amount in Row (11) 0% | |||
| 14. | Type of Reporting Person* IN |
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
Item 1. Security and Issuer.
The class of equity securities to which this statement relates is the common stock ("Common Stock"), of 1st Century Bancshares, Inc. (the "Issuer"), a company incorporated in Delaware, with its principal office at 1875 Century Park East, Suite 1400, Los Angeles, CA 90067.
Item 2. Identity and Background.
(a) This statement is being filed by (i) Maltese Capital Management LLC, a New York limited liability company ("MCM"), (ii) Maltese Capital Holdings, LLC, a Delaware limited liability company ("Holdings"), (iii) Malta Hedge Fund II, L.P., a Delaware limited partnership ("MHFII"), and (vii) Terry Maltese, Managing Member of MCM and Holdings, with respect to shares of Common Stock that each of the foregoing may be deemed to have a beneficial ownership. The foregoing persons are hereinafter sometimes referred to collectively as the "Reporting Persons". Any disclosures herein with respect to persons other than the Reporting Persons are made on information and belief after making inquiry to the appropriate party.
The sole general partner of MHFII and certain other investment partnerships is Holdings, and administrative and management services for the MHFII and certain other investment entities are provided by MCM. The managing member of Holdings and MCM is Mr. Maltese. In his capacity as managing member of Holdings and MCM, Mr. Maltese exercises voting and dispositive power over all shares of Common Stock beneficially owned by MHFII, MCM and Holdings.
The foregoing persons are hereinafter sometimes collectively referred to as the "Reporting Persons."
The filing of this statement should not be construed as an admission that any of the Reporting Persons is, for the purposes of Section 13 of the Act, the beneficial owner of the Shares reported herein.
(b) The address of the principal offices of each of MHFII, Holdings and MCM and the business address of Mr. Maltese is Maltese Capital Management, LLC, 150 East 52nd Street, 30th Floor, New York, New York 10022.
(c) The principal business of MHFII is that of a private partnership engaged in investment in securities for its own account. The principal business of Holdings is that of acting as general partner for MHFII and certain other investment partnerships. The principal business of MCM is that of providing administrative and management services to MHFII and certain other investment entities. The present principal occupation or employment of Mr. Maltese is managing member of MCM and Holdings.
(d) During the last five years, none of MHFII, Holdings, MCM, or Mr. Maltese has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) During the last five years, none of MHFII, Holdings, MCM, or Mr. Maltese has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which such person was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
(f) Mr. Maltese is a U.S. citizen, Maltese Capital Management LLC is a New York limited liability, Maltese Capital Holdings, LLC is a Delaware limited liability company and Malta Hedge Fund II, L.P. is a Delaware limited partnership.
Page 6 of 10
Item 3. Source and Amount of Funds.
The net investment cost (including commissions, if any) of the shares of Common Stock beneficially owned by MHFII, Holdings, MCM, and Mr. Maltese, as a result of Mr. Maltese being the control person of MCM and Holdings is $0.
Item 4. Purpose of Transaction.
The Reporting Persons purchased the shares of Common Stock based on the Reporting Persons' belief that the shares, when purchased, were undervalued and represented an attractive investment opportunity. Depending upon overall market conditions, other investment opportunities available to the Reporting Persons, and the availability of shares of Common Stock at prices that would make the purchase or sale of such shares desirable, the Reporting Persons may endeavor to increase or decrease their position in the Issuer through, among other things, the purchase or sale of shares of Common Stock on the open market or in private transactions or otherwise, on such terms and at such times as the Reporting Persons may deem advisable.
The Reporting Persons intend to review their investment in the Issuer on a continuing basis. Depending on various factors including, without limitation, the Issuer's financial position and investment strategy, the price levels of the shares of Common Stock, conditions in the securities markets and general economic and industry conditions, the Reporting Persons may in the future take such actions with respect to their investment in the Issuer as they deem appropriate including, without limitation, engaging in communications with management and the board of directors, engaging in discussions with stockholders of the Issuer and others about the Issuer and the Reporting Persons' investment, making proposals to the Issuer concerning changes to the capitalization, ownership structure, board structure (including board composition) or operations of the Issuer, purchasing additional shares of Common Stock, selling some or all of their shares of Common Stock, engaging in short selling of or any hedging or similar transaction with respect to the shares of Common Stock, or changing their intention with respect to any and all matters referred to in subparagraphs (a) - (j) of Item 4 of Schedule 13D.
Except as otherwise set forth herein, the Reporting Persons do not have any present plans or proposals which would relate to, or result in, the matters set forth in subparagraphs (a) – (j) of Item 4 of Schedule 13D.
The Reporting Persons reserve the right, at a later date, to effect one or more of such changes or transactions in the number of shares of Common Stock they may be deemed to beneficially own.
Item 5. Interest in Securities of the Issuer.
(a) Based upon an aggregate of 10,336,884 shares of Common Stock outstanding, as determined by the Issuer's most recently available public information:
| (i) | MHFII beneficially owned 0 shares of Common Stock, constituting approximately 0% of the shares of Common Stock outstanding. | ||
| (ii) | MCM owned directly 0 shares of Common Stock. By reason of its position as investment advisor for various investment entities including MHFII, under the provisions of Rule 13d-3, MCM may be deemed to beneficially own 0 shares constituting approximately 0% of the shares of Common Stock outstanding. |
| (iii) | Holdings owned directly 0 shares of Common Stock. By reason of its position as general partner of various investment entities including MHFII, under the provisions of Rule 13d-3 of the Securities and Exchange Commission ("Rule 13d-3"), Holdings may be deemed to beneficially own 0 shares, constituting approximately 0% of the shares of Common Stock outstanding. |
| (iv) | Mr. Maltese directly owned 0 shares of Common Stock. By reason of his position as Managing Member of Holdings and MCM, Mr. Maltese may be deemed to beneficially own 0 shares, constituting approximately 0% of the shares of Common Stock outstanding. |
(b) See rows (7) through (10) of the cover pages to this Schedule 13D for the number of shares of Common Stock as to which each Reporting Person has the sole or shared power to vote or direct the vote and sole or shared power to dispose or to direct the disposition. MHFII has the power to dispose of and to vote the shares of Common Stock beneficially owned by it, which power may be exercised by its general partner, Holdings. Holdings is a party to a management agreement with MCM pursuant to which MCM shares the power to dispose of and to vote the shares of Common Stock beneficially owned by Holdings. Mr. Maltese, as Managing Member of Holdings, and MCM, shares the power to dispose of and to vote the shares of Common Stock beneficially owned by the other Reporting Persons.
(c) During the sixty days prior to the date hereof, the Reporting persons, either directly or indirectly, effected the following transactions in the Common Stock:
| Date | Transaction | Price | Shares | |||
| 3/11/2016 | Sale | 10.9200 | (252,000) | |||
| 3/11/2016 | Sale | 10.9223 | (325,100) | |||
| 3/11/2016 | Sale | 10.8200 | (98,000) | |||
| 3/14/2016 | Sale | 10.8349 | (3,700) | |||
| 3/15/2016 | Sale | 10.8102 | (321,300) |
(d) Not applicable.
(e) As of March 11, 2016, the Reporting Persons no longer own more than 5% of the total outstanding shares of Common Stock of the Issuer.
Page 7 of 10
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.
The Reporting Persons are parties to an agreement with respect to the joint filing of this Schedule 13D and any amendments thereto. A copy of such agreement is attached as Exhibit 1 and is incorporated by reference herein.
Other than the joint filing agreement filed as an exhibit hereto, there are no contracts, arrangements, understandings or relationships among the persons named in Item 2 or between such persons and any other person with respect to any securities of the Issuer.
Item 7. Material to be Filed as Exhibits.
| Exhibit 1 | Written Agreement relating to the filing of joint acquisition statements as required by Rule 13d-1(f)(1) of the Securities and Exchange Commission |
Page 8 of 10
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: March 22, 2016
| MALTA HEDGE FUND II, L.P. | |||
| By: | Maltese Capital Holdings, LLC, the sole general partner | ||
| By: | /s/ Terry Maltese | ||
Terry Maltese Managing Member | |||
| MALTESE CAPITAL MANAGEMENT LLC | MALTESE CAPITAL HOLDING, LLC | ||
| By: | /s/ Terry Maltese | By: | /s/ Terry Maltese |
Terry Maltese Managing Member | Terry Maltese Managing Member | ||
| TERRY MALTESE | |||
| By: | /s/ Terry Maltese | ||
Terry Maltese Managing Member | |||
Page 9 of 10
EXHIBIT 1
JOINT ACQUISITION STATEMENT PURSUANT TO RULE 13d-1(f)(1)
The undersigned acknowledge and agree that the foregoing statement on Schedule 13D is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13D shall be filed on behalf of each of the undersigned without the necessity of filing additional joint acquisition statements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning it contained herein, but shall not be responsible for the completeness and accuracy of the information concerning the other, except to the extent that it knows or has reason to believe that such information is inaccurate.
Dated: March 22, 2016
| MALTA HEDGE FUND II, L.P. | |||
| By: | Maltese Capital Holdings, LLC, the sole general partner | ||
| By: | /s/ Terry Maltese | ||
Terry Maltese Managing Member | |||
| MALTESE CAPITAL MANAGEMENT LLC | MALTESE CAPITAL HOLDINGS, LLC | ||
| By: | /s/ Terry Maltese | By: | /s/ Terry Maltese |
Terry Maltese Managing Member | Terry Maltese Managing Member | ||
| TERRY MALTESE | |||
| By: | /s/ Terry Maltese | ||
Terry Maltese Managing Member | |||
Page 10 of 10
SK 27061 0003 7088898